Dormant Company in Singapore: What ACRA and IRAS Still Require (2026)

Published: 26 October 2026 · Reviewed by Ray Tay, Co-Founder & Managing Director, VIVOS PTE. LTD. (ACRA Filing Agent FA20240323 · MOM EA Licence 24S2425)

A dormant Singapore company must still file an annual return with ACRA every year, and a corporate tax return with IRAS by 30 November unless IRAS has granted a waiver. If it has had no accounting transactions, it can be exempt from audit, and with total assets of S$500,000 or less, from preparing financial statements.

Written by the VIVOS team (MOM Employment Agency Licence 24S2425) and reviewed by Ray Tay. Figures checked against the Accounting and Corporate Regulatory Authority (ACRA), the Inland Revenue Authority of Singapore (IRAS) and the Companies Act on 26 October 2026.

Many foreign founders incorporate a Singapore company before they are ready to trade: to hold a brand, to wait for a bank account or a work pass, or to keep a structure in place between projects. The company is quiet, but it is still “live” on ACRA’s register, and that keeps several obligations running. This guide sets out what a dormant company still has to do, what it can skip, and where founders most often get caught.

Key facts (October 2026)

Obligation	Dormant company position
ACRA annual return	Required every year while the company is live, including when IRAS has granted a tax waiver
Annual return deadline (non-listed company)	Within 7 months after the financial year end
Corporate tax return (Form C-S, C-S (Lite) or C)	Due 30 November each year unless IRAS grants a waiver; a short “Form for Dormant Company” is available
IRAS waiver	Possible if the company has ceased business, filed up to cessation, earns no investment income, is GST de-registered and does not plan to restart within 2 years
Estimated Chargeable Income (ECI)	Not needed once IRAS has granted the waiver
Audit	Exempt while dormant since incorporation or since the end of the previous financial year (Companies Act s.205B)
Financial statements	Not required if it is a dormant relevant company: not listed or a listed subsidiary, total assets of S$500,000 or less (s.201A)
Restarting business or receiving income	Tell IRAS within 1 month

What counts as a dormant company in Singapore?

There are two tests, and they are not the same.

For ACRA and the Companies Act, a company is dormant during any period in which it has no accounting transaction, meaning a transaction that has to be recorded in its accounting records. Section 205B lists items that are ignored for this test, including the subscribers taking their shares, appointing a company secretary or auditor, maintaining the registered office, and paying a fee or charge, including late-payment penalties. The first real transaction ends dormancy.

For IRAS, a company is dormant for a Year of Assessment if it did not carry on business and had no income for the whole basis period. IRAS gives the example of a company that owns property, fixed deposits or shares but earns nothing from them in the year: it is still dormant for tax. A company that earns even a small amount of interest or dividend income is not.

Does a dormant company still need to file an annual return?

Yes. ACRA states that every company must file an annual return while it is live, even if it is inactive or dormant, and even if IRAS has granted it a tax waiver. For a non-listed company, the annual return is due within 7 months after the financial year end. ACRA can impose late-filing penalties of up to S$600 per return and take further enforcement action against directors. Our guide to ACRA late filing penalties sets out how these escalate.

A dormant relevant company (not listed, not a subsidiary of a listed company, and with total assets of S$500,000 or less at all times in the year) does not need to prepare financial statements under section 201A. ACRA’s Registrar’s Interpretation No. 4 of 2016 confirms that such a company does not attach financial statements when it files the annual return, provided its directors lodge the statement confirming the company was dormant. The annual return itself is still filed.

Does a dormant company need an audit?

Under section 205B of the Companies Act, a company that has been dormant since incorporation, or since the end of its previous financial year, is exempt from audit for as long as it stays dormant. The exemption falls away as soon as an accounting transaction occurs. Members holding at least 5% of the issued shares, or at least 5% of the members, can still require an audit by written notice. For the wider audit rules once the company starts trading, see our article on audit requirements in Singapore.

Does a dormant company need to file a corporate tax return?

Yes, unless IRAS has released it. IRAS states that a dormant company must file its Form C-S, Form C-S (Lite) or Form C by 30 November every year unless it has been granted a waiver. To make this lighter, IRAS offers a simplified “Form for Dormant Company” on myTax Portal that needs only two fields, and the company does not submit financial statements to IRAS with it. The filer needs Corppass authorisation as an Approver for Corporate Tax (Filing and Applications).

A dormant company also cannot claim capital allowances or deduct expenses for a Year of Assessment in which it is dormant, because it is not carrying on a trade. Unutilised losses from earlier, non-dormant years can still be carried forward if the company meets the shareholding test.

Can a dormant company get a waiver from filing tax returns?

IRAS can waive the filing requirement if the company meets all of these conditions:

IRAS condition	What it means in practice
Dormant, and up to date to cessation	All Form C-S or Form C returns, financial statements and tax computations are filed up to the date business stopped
No investment income	The company owns no investments, or owns them but derives no income from them
GST de-registered	If it was GST-registered, it de-registered before applying
No plan to restart soon	It does not intend to recommence business within the next 2 years

The application is made online through the “Apply for Waiver/ File last Form C-S/ C (Dormant/ Striking Off)” digital service; IRAS stopped accepting paper applications on 1 October 2021. After applying, the company has 21 days to file any outstanding returns for advance Years of Assessment, with financial statements and tax computations, or the application is rejected. Once a waiver is granted, the company does not need to file Estimated Chargeable Income (ECI) either.

What happens when a dormant company starts trading again?

The company must notify IRAS within 1 month of recommencing business or of receiving any income, whichever is earlier, using IRAS’s Recommencement of Business form. Income includes passive items such as interest, dividends and rent. IRAS treats a failure to notify as an offence. On the ACRA side, the first accounting transaction ends dormancy for that financial year, which brings back the audit assessment and the need to prepare financial statements.

The practical trap for founders is the bank account. A company that opens an interest-bearing account, receives a capital injection or pays a supplier is no longer dormant for ACRA purposes, even if no customer revenue has arrived yet.

What still has to be maintained while the company is dormant?

Dormancy does not suspend the Companies Act. While the company is live it still needs at least one locally resident director, a qualified company secretary, a registered office address in Singapore, and up-to-date statutory registers. Annual general meeting rules also continue to apply unless the company has dispensed with AGMs or qualifies for an exemption. A corporate secretary will usually handle these, and our compliance calendar for overseas-owned companies lists the dates.

Should you keep the company dormant or close it?

Option	Suits you when	What continues
Keep it dormant	You expect to use the company within a year or two, or it holds a name, brand or structure you want to keep	Annual return, tax filing or waiver, director, secretary and registered office costs
Apply to strike off	The company has stopped business and has no assets or liabilities to deal with	Obligations end once ACRA strikes the company off; IRAS must be told and outstanding returns filed first
Members’ voluntary liquidation	The company is solvent but holds assets or cash that need to be distributed properly	A liquidator winds up the company and distributes assets

If the plan to trade has gone away, keeping a company dormant indefinitely usually costs more than closing it. Our guide to members’ voluntary liquidation in Singapore explains the solvent route.

What most guides get wrong

“A dormant company has nothing to file.” The ACRA annual return is due every year, and the tax return is due unless IRAS has granted a waiver.
“An IRAS waiver covers ACRA too.” It does not. ACRA says the annual return is still required for a company with a tax waiver.
“Owning assets means you are not dormant.” For IRAS, a company that owns investments but earns no income from them is still dormant. Earning even a little interest ends dormancy.
“Dormant means no audit, whatever the size.” The audit exemption ends with the first accounting transaction, and members with 5% can demand an audit. The financial statements exemption also depends on total assets staying at S$500,000 or less.
“You can tell IRAS later.” Notice of restarting business or receiving income is due within 1 month.

How VIVOS can help

VIVOS is an ACRA Registered Filing Agent (FA20240323) and a licensed employment agency (MOM EA Licence 24S2425). We file annual returns and the director’s dormancy statements for dormant companies, handle the IRAS dormant form or waiver application, and keep the secretary, registered office and registers in order while you decide what the company will do next. See our dormant company accounting and filing service, or speak to the team on +65 8827 7870 (WhatsApp) or contact@vivos.com.sg.

Frequently asked questions

Does a dormant company need to file an annual return in Singapore?

Yes. ACRA requires every live company to file an annual return each year, including dormant companies and companies with an IRAS tax waiver. A non-listed company must file within 7 months after its financial year end.

Does a dormant company need to file Form C-S?

Yes, unless IRAS has granted a waiver. A dormant company must file by 30 November each year and can use IRAS’s simplified Form for Dormant Company on myTax Portal, which needs only two fields and no financial statements.

How do I get an IRAS waiver for a dormant company?

Apply online through IRAS’s Apply for Waiver digital service. The company must have ceased business, filed all returns up to cessation, earn no investment income, be GST de-registered and not plan to restart within 2 years. Outstanding returns must be filed within 21 days of applying.

Does a dormant company need an audit?

No, while it stays dormant. Section 205B of the Companies Act exempts a company dormant since incorporation or since the end of its previous financial year from audit. Members holding at least 5% of the shares can still require one.

Is a company with bank interest still dormant?

Not for IRAS. A company that receives any income, including interest, dividends or rent, is not dormant for tax and must tell IRAS within 1 month. Receiving interest is also an accounting transaction, which ends dormancy under the Companies Act.